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PV Transit RPV and PVE (1991-92) 410 rn< rnD zz Cl) -o--I �G7 z3 t:j--I rn Lo PV TRANSIT AGREEMENT Between the City of Rancho Palos Verdes and Palos Verdes Estates FY 91/92 411 AGREEMENT THIS AGREEMENT is made and entered into as of the 1st day of July, 1991 by and between the CITY OF RANCHO PALOS VERDES (hereinafter referred to as "RPV") and the CITY OF PALOS VERDES ESTATES (hereinafter referred to as "PVE") . WITNESSETH WHEREAS, RPV and PVE agree that it is in the public interest to provide paratransit service to the residents of the City of Palos Verdes Estates on the Palos Verdes Peninsula defined in Ap- pendix A attached here to, hereinafter referred to as Service, and WHEREAS, PVE is willing to fund the public cost of Service to residents of PVE from July 1, 1991 to June 30, 1992, using PVE's Proposition A local return funds; NOW THEREFORE, RPV and PVE agree as follows: 1. Scope of Service. RPV shall furnish Service to per- sons residing in PVE hereinafter specified, at such times and places as may be requested within the established operating area -1- 111 hereinafter identified in Appendix B and according to the operat- ing procedures and policies as further defined in Appendix A. Such service shall be provided to any destination within RPV, PVE, Rolling Hills Estates, and enclosed unincorporated County areas as shown in Appendix B, and such other areas as are ap- proved from time to time by RPV. RPV shall apply for the Los An- geles County Transportation Commission Paratransit Subregional Funds Incentive Program "Bonus" available from the Los Angeles County Transportation Commission as a result of providing paratransit service to more than one jurisdiction. 2. Term of Service. The term of Service under this Agreement shall be from July 1, 1991 to June 30, 1992. Upon mutual agreement of PVE and RPV, this Agreement may be extended on an annual basis. PVE will notify RPV thirty (30) days prior to expiration of this contract as to PVE ' s intent to extend , amend or cancel. 3. Routing and Scheduling. PVE and RPV have cooperatively established Service areas and requirements within RPV' s available transportation capacity as described in Appendix A. If it is determined that Service may be improved by revisions to schedul- ing and vehicle assignment, PVE and RPV may plan and institute such changes jointly upon mutual consent within the terms of this Agreement. -2- 410 111 • 4. Fares. RPV shall charge $1. 50 one-way during peak hours and $1.00 for all other times. Changes of fares may be made by mutual consent. Peak hours are 7:00 a.m. to 9:00 a.m. and 1 : 30 p.m. to 4 : 00 p.m. , Monday through Friday. The fare revenues shall be retained by RPV or its subcontractor to par- tially fund operating costs in addition to the payment provided by PVE under Paragraph 5, RPV shall upon request of PVE, accept passes or vouchers issued by PVE in lieu of the cash fares specified herein, consistent with procedures approved by RPV for use of such passes or vouchers. 5. Payment for Service. In consideration of the per- formance on the part of RPV of the terms of this Agreement, PVE agrees to pay upon receipt of claim and documentation provided by RPV, PVE' s share of the total costs of Service. PVE' s share of the total actual costs shall be based on PVE' s proportion of to- tal ridership, but shall not be less than 5% of the total actual cost. Total actual costs shall mean RPV' s contractor ' s and subcontractor 's charges, and RPV's administrative charges, less fares collected and less any Bonus received from the Los angeles County Transportation Commission by RPV. For this Agreement, PVE' s proportion of basic service for PV Transit is estimated to be 6%. Notwithstanding this estimate, PVE shall pay its actual proportionate share of the total actual cost in an amount not to exceed 10%. In addition, PVE or RPV may purchase additional Service at rates set forth in the Agreement between PVE and the -3- 411 411 P.V. Transit contractor plus RPV overhead costs not to exceed 10% of the cost of PVE' s additional purchased Service. Except for costs incurred pursuant to Section 9, the cost of Service for the initial contract period to PVE from date of Agreement to June 30, 1992 is estimated to be $41,220 (6 percent) . Except for obliga- tions provided in Section 9, RPV' s and PVE's obligations, under this Agreement are subject to availability of County Proposition A Transit funds in their current and subsequent fiscal year budgets. RPV may immediately terminate this Agreement when the budget amount is reached or when PVE's Proposition A funds are exhausted. 6. Claims for Payment. RPV or its subcontractor shall sub- mit claims for payment along with the documentation of claim in the form and number required by PVE for service provided within thirty (30) days of the end of each month. 7. Permits and Licenses. RPV shall secure and maintain all permits and licenses required by law for the execution of Service performance under this Agreement. 8. Marketing. RPV shall promote Service to PVE resi- dents. Marketing may consist of flyers distributed to potential patrons at shopping areas and meeting places or mailed to residences, local newspaper advertisements, verbal presentations, posters in and/or on the vehicles or other means, all of which is -4- 410 411 subject to review by PVE. Marketing costs by RPV, in PVE, shall be included in the Agreement amounts to be paid to RPV. Any amounts in excess of the budget are to be approved by PVE. 9. Liability and Insurance. A. RPV shall indemnify, defend and save harmless PVE, its officers, agents and employees, from and against any and all liability, expense, including defense costs and legal fees and claims for damages for any nature whatsoever resulting from any dangerous condition of RPV' s roads. B. Without limiting RPV' s indemnification of PVE, RPV shall insure that its subcontractors shall provide and maintain at their own expense during the term of this Agreement as a mini- mum the following program (s) of insurance covering the operations hereunder. Such insurance shall be provided by insurers satis- factory to PVE and evidence of such programs satisfactory to PVE shall be delivered to PVE' s City Manager on or before the effec- tive date of this Agreement. Such evidence shall specifically identify this Agreement and shall contain express conditions that PVE is to be given written notice at least sixty (60) days in ad- vance of any modification or termination of any program of in- surance. 1. Comprehensive General Liability. A program in- cluding, but not limited to, comprehensive general liability, with independent contractor and contractual liability endorse- ments, property damage and automobile coverage with a combined -5- 411 410 single limit of not less than $10 ,000,000 per occurrence. Such insurance shall be primary to and not contributing with any other insurance maintained by PVE , and shall name PVE , and its of- ficers, agents and employees as additional insureds while acting within the scope of their duties but only as to work performed by RPV or its employees or subcontractors. 2. Worker 's Compensation. RPV or its subcontractor shall provide and maintain during the term of this Agreement a program of Worker 's compensation insurance in an amount and form to meet all applicable requirements of the Labor Code of the State of California and which specifically covers all persons providing services by or on behalf of RPV and all risks to such persons under this Agreement. A certificate evidencing such in- surance coverage shall be filed with PVE' s City Manager prior to RPV's commencement of work hereunder. 3. Failure to Procure Insurance. Failure on the part of RPV' s subcontractors to procure or maintain required insurance shall constitute a material breach of contract upon which PVE may immediately terminate this Agreement. C. PVE shall indemnify, defend and save harmless RPV, its officers, agents and employees, from and against any and all liability, expense, including defense costs and legal fees and claims for damages of any nature whatsoever, including, but not limited to bodily injury, death, personal injury or property damage arising from or connected with any dangerous condition of PVE' s roads. -6- III 411 D. Except as provided in subsections A & C of this Section 9, RPV and PVE shall be responsible for their "respective share" of all liability, expense, including defense costs and legal fees and claims for damages of any nature whatsoever, in- cluding, but not limited to, bodily injury, death, personal in- jury, on property damage arising from or connected with opera- tions or services hereunder. RPV' s "respective share" shall be 74% and PVE's "respective share" shall be 6%, for PV Transit. 10. Safety Program. RPV shall ensure that regular and continuous formal safety instruction for all drivers assigned to perform any activities under this Agreement is provided and shall require them to attend regularly scheduled safety meetings at least four (4) times per year. 11. Independent Contractor Status. This Agreement is by and between PVE and RPV and is not intended, and shall not be construed , to create the relationship of agent , servant , employee, partnership, joint venture or association, as between PVE and RPV. RPV understands and agrees that all persons furnishing services to PVE pursuant to this Agreement are, for purposes of Worker ' s Compensation liability, employees solely of RPV or its subcontractors and not of PVE. -7- III 111 RPV or its subcontractors shall bear the sole respon- sibility and liability for furnishing worker 's compensation benefits to any person other than employees of PVE for injuries arising from or connected with services performed on behalf of RPV pursuant to this Agreement. 12. Termination of Agreement. This Agreement may be terminated by RPV or PVE at any time after July 1, 1991 upon thirty (30) days prior written notice without further liability of any sort. RPV may immediately terminate this contract if RPV' s contract with its subcontractor is terminated and RPV is unable to secure a substitute subcontractor. In the event of termination, PVE shall pay RPV for all service provided prior to the date of termination. 13 . Suspension of Operation. RPV may suspend all or a portion of the services when said performance is made impossible by inclement weather, earthquake, fire, flood, cloudburst, cyclone or other natural phenomenon of a severe and unusual na- ture, act of a public enemy, epidemic, quarantine restriction, embargo, or any other unforeseeable cause beyond the control and without the fault of RPV. RPV shall immediately inform PVE by telephone and in writing of such suspension, if reasonably feasible. -8- 411 III • 14. Personnel and Operations. All personnel assigned to perform Service under this Agreement shall be subject to the con- tinuous approval of RPV. Employment and compensation of such personnel shall be in accordance with all applicable Federal, State, and local ordinances and laws. Such personnel shall treat passengers in a courteous manner, be clean and neatly dressed and be trained in the handling of elderly and handicapped in- dividuals. PVE shall have the right to have authorized PVE per- sonnel board any of RPV' s Service vehicles; however, PVE shall advise RPV prior to such action. RPV shall have the right to refuse any or all passengers if passenger activity will in any way impair safe operation of any vehicle operating under Service. No person shall, on the basis of ethnic group iden- tification, den-tification, religion, age, sex, color, or physical disability, be unlawfully subjected to discrimination under this Service. 15. Record Keeping, Reporting and Auditing . RPV will provide access to or copies of daily ridership logs or other operational records for Service requested by PVE, upon specific request by PVE, RPV shall report monthly ridership of the total system to PVE. RPV shall keep records of all operating costs of Service in accordance with strict accounting procedures. RPV shall notify PVE of all accidents of which RPV becomes aware. RPV shall maintain such operating and fiscal records necessary to comply with Los Angeles County Transportation Commission Proposi- -9- 411 ill tion A requirements and procedures and shall maintain all records on file for a minimum of three (3) years following the close of each fiscal year of Service. If, at any time during the term of this Agreement or at any time after the expiration or termination of this Agreement, authorized representative of PVE conduct an audit of RPV or RPV's contractor regarding the services provided to PVE per terms of this Agreement and if such audit finds that PVE ' s dollar liability for such services is less than payments made by PVE to RPV, then RPV agrees that the difference shall be either; (1) repaid forthwith by RPV to PVE by cash payment, or (2) at PVE's option, credited against any future payments hereunder to RPV. If such audit finds that PVE ' s dollar liability for services provided hereunder is more than payments made by PVE to RPV, then the difference shall be paid to RPV, by PVE by cash payment, provided that in no event shall PVE' s obligation for this Agree- ment, as set forth in Paragraph 5 of this Agreement, be exceeded. 16. Equipment Requirements. RPV shall cause to be supplied sufficient and adequate vehicles, all maintained in good and clean condition including air conditioned vehicles, at least one of which shall be handicapped lift equipped, and other spare vehicles in the event of regularly assigned vehicle breakdown to insure a consistent fulfillment with the terms of this Agreement. Spare vehicles shall be provided at the rates set forth between -10- 1 RPV and its contractor. All equipment and facilities shall meet all requirements of applicable Federal, State and local or- dinances and laws. Vehicle replacement costs shall be included in the Agreement amounts to be paid to RPV. Any amounts in excess of budget are to be approved by PVE. 17. Other Services. Nothing in this document shall prohibit PVE from separately contracting for or otherwise provid- ing other transit services, specifically, without limitation, Peninsula Dial-A-Ride. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective officers duly authorized on the date hereinabove noted. APPROVED AS TO FO 7, CITY OF PALOS VERDES ESTATES R6.- V. Wa••en, City AP -y 1f� L AiL� Mayor ATTE! 17 City Cle CITY OF RANCH P LOS V, 'DES --:=Z:=3:222) Ma or ATTR vi : ph) Or i! City Clerk -11- 411 410 APPENDIX A SERVICE Requirements Operator shall provide a curb-to-curb transit van service for persons within the Service Areas traveling to any other point in the Service Areas shown in Exhibits A and B. Satellite points designated by the City may be used as destinations from the Serv- ice Area or as origin locations going to the Service Area during such hours and under other conditions as may be may be designated from time to time by the City. Services shall be provided from 6:00 a.m. to 9:00 p.m. , Monday throughWednesday; 6:00 a.m. to 10 :00 p.m. Thursday and Friday (last pick-up is at 10 :00 p.m. ) ; 8:00 a.m. to 10 :00 p.m. Saturday and 8:00 a.m. to 7:00 p.m. Sunday. No service will be provided on New Year ' s Day, Memorial Day, fourth of July, Labor Day, Thanksgiving, and Christmas. Special operating hours for New Year ' s Eve service will be established annualix by the City. Same-day and 24 hour advance reservation SERVICE will be provided subject to availability of vehicle time and capacity. Regular riders may use subscription service to schedule pick-up at the same time each day for a six-month period. Payment for subscrip- tion service will be in advance of service for residents of PVE. Also, groups of up to eighteen persons may travel together within SERVICE area with advance notice. Every effort shall be made to pick up patrons not earlier than ten (10) minutes before and not later than ten (10) minutes after scheduled pickup time. RPV shall cause to be provided a back-up vehicle to patrons in emergency situations when deemed necessary by RPV to satisfy needs and avoid disruption of normal SERVICE, at no additional cost to PVE. Group trips shall be emphasized and be encouraged. SERVICE shall be available to the general public in addition to elderly (60 years and older) and hand- icapped and their escorts. SERVICE Area SERVICE shall be provided in the unincorporated county areas and cities serviced by Palos Verdes Transit identified on the at- tached map (Exhibit B) . In addition, additional locations or areas in Los Angeles County may be served upon approval by RPV.